8-K

United States
Securities and Exchange Commission
Washington, D.C. 20549
                                                                           

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934

                             June 7, 2005                        
Date of Report (Date of earliest event reported)

Overseas Shipholding Group, Inc.
(Exact Name of Registrant as Specified in Charter)

              1-6479-1              
Commission File Number

                             Delaware                               
         (State or other jurisdiction of incorporation)                    13-2637623            
(I.R.S. Employer Identification Number)   

511 Fifth Avenue
                     New York, New York 10017                      
(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code (212) 953-4100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01     Entry into a Material Definitive Agreement.

                     On June 7, 2005, the Board of Directors of Overseas Shipholding Group, Inc. (the "Registrant") approved a program to award equity compensation to its non-employee directors under the Registrant's 2004 Stock Incentive Plan. A summary of the program is attached hereto as Exhibit 10.1.

Item 9.01      Financial Statements and Exhibits.

             (c)     Exhibits

             Exhibit No.   Description

              10.1                Summary of equity compensation program for non-employee directors under the Registrant's 2004 Stock Incentive Plan.

SIGNATURES

                    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	OVERSEAS SHIPHOLDING GROUP, INC.                      (Registrant)
Date: June 13, 2005	By:          /s/Myles R. Itkin
	Name:   Myles R. Itkin       Title:     Senior Vice President, Chief                     Financial Officer and Treasurer

EX-10

EXHIBIT 10.1

SUMMARY OF EQUITY COMPENSATION PROGRAM
FOR NON-EMPLOYEE DIRECTORS UNDER THE
2004 STOCK INCENTIVE PLAN
                   (AS OF JUNE 7, 2005)                    

Pursuant to the 2004 Stock Incentive Plan (the "Plan") of Overseas Shipholding Group, Inc. (the "Issuer"), the Board of Directors approved a program under which each newly elected non-employee director is granted upon his election to the Board an option to purchase 7,500 shares of the Issuer's Common Stock, exercisable in three equal installments on each of the first, second and third anniversaries of the date of grant, at an exercise price for each share equal to the closing price of a share of the Issuer's Common Stock on the date of grant.

On the day of each annual meeting of the stockholders of the Issuer following the year in which a non-employee director is initially elected to the Issuer's Board of Directors, such non-employee director is granted 1,000 restricted stock units under the Plan. Each restricted stock unit represents a contingent right to receive one share of Common Stock of the Issuer upon the non-executive director's termination of service as a Board member of the Issuer. The restricted stock units vest upon the earlier of (i) the first anniversary of the date of grant and (ii) the next annual meeting of the stockholders of the Issuer. The restricted stock units have no voting rights and may not be transferred or otherwise disposed while the non-employee director is a director of the Issuer. The non-employee director is entitled to dividends in the form of additional restricted stock units at the same time dividends are paid on the Common Stock in an amount equal to the result obtained by dividing (i) the product of (x) the amount of units owned by a non-employee director on the record date for the dividend on the Common Stock times (y) the dividend per share on the Common Stock by (ii) the closing price of a share of Common Stock on the payment date for the dividend on the Common Stock, which restricted stock units vest immediately on the payment date for the dividend on the Common Stock.